Form 8-K
8-K — Ovintiv Inc.
Accession: 0001193125-26-149823
Filed: 2026-04-09
Period: 2026-04-09
CIK: 0001792580
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Termination of a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d928179d8k.htm (Primary)
EX-99.1 (d928179dex991.htm)
EX-99.2 (d928179dex992.htm)
GRAPHIC (g928179g0408225149093.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d928179d8k.htm · Sequence: 1
8-K
false 0001792580 0001792580 2026-04-09 2026-04-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 9, 2026
Ovintiv Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-39191
84-4427672
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
Suite 1700, 370 - 17th Street
Denver, Colorado
80202
(Address of principal executive offices)
(Zip Code)
(303) 623-2300
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
OVV
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.02
Termination of a Material Definitive Agreement.
As previously disclosed, on November 25, 2025, Ovintiv Canada ULC (“Ovintiv Canada”) entered into a Two-Year Term Credit Agreement by and among Ovintiv Canada, as borrower, Ovintiv Inc. (“Ovintiv”), as parent, JPMorgan Chase Bank, N.A., Toronto Branch, as administrative agent, and the lenders party thereto (the “Credit Agreement”), to finance the cash consideration for the acquisition of all the outstanding common shares of NuVista Energy Ltd. (“NuVista”), which closed on February 3, 2026.
Following the closing of the Anadarko Sale (defined below), Ovintiv intends to repay C$1.57 billion under the Credit Agreement plus applicable interest on April 10, 2026, representing all outstanding obligations thereunder, and will terminate the Credit Agreement.
ITEM 2.01
Completion of Acquisition or Disposition of Assets.
As previously disclosed, on February 17, 2026, Ovintiv USA Inc. and Ovintiv Royalty Holdings LLC (together, the “Seller”), each a wholly-owned subsidiary of Ovintiv entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with MidCon II BuyerCo, LLC (the “Buyer”), pursuant to which Seller agreed to sell approximately 360,000 net acres located in west-central Oklahoma (the “Anadarko Sale”).
On April 9, 2026, Ovintiv completed the Anadarko Sale. The Buyer paid aggregate consideration of $2.9 billion in cash after preliminary closing adjustments. The Anadarko Sale has an effective date of January 1, 2026.
ITEM 7.01
Regulation FD Disclosure.
On April 9, 2026, Ovintiv issued a press release announcing the closing of the Anadarko Sale and the Redemption (defined below). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 8.01
Other Events.
On April 9, 2026, Ovintiv provided notice of its election to redeem all of its outstanding 5.650% Notes due 2028 (the “Notes”) in accordance with the terms of the Notes and the Indenture dated as of May 31, 2023, by and between Ovintiv and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of May 31, 2023, by and among Ovintiv, Ovintiv Canada and the Trustee (the “Redemption”). The Notes will be redeemed on April 20, 2026. As of April 9, 2026, the aggregate outstanding principal amount of the Notes was $700 million. This Current Report on Form 8-K does not constitute a notice of redemption of the Notes.
ITEM 9.01
Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of Ovintiv, which comprise the unaudited pro forma condensed combined balance sheet as of December 31, 2025, the related unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, and the related notes to the pro forma condensed combined financial information, is filed as Exhibit 99.2 hereto and incorporated by reference herein.
(d) Exhibits.
Exhibit
No.
Description
99.1
News Release of Ovintiv, dated April 9, 2026
99.2
Unaudited pro forma condensed combined balance sheet of Ovintiv and subsidiaries as of December 31, 2025 and unaudited pro forma condensed combined statement of earnings of Ovintiv and subsidiaries for the year ended December 31, 2025, and the notes related thereto including the unaudited Supplemental Pro Forma Oil, Natural Gas Liquids and Natural Gas Reserves Information as of December 31, 2025.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 9, 2026
OVINTIV INC.
(Registrant)
/s/ Corey D. Code
Name: Corey D. Code
Title: Executive Vice-President & Chief Financial Officer
EX-99.1
EX-99.1
Filename: d928179dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
news release
Ovintiv Announces Closing of Anadarko Asset Sale
DENVER, April 9, 2026 – Ovintiv Inc. (NYSE, TSX: OVV) (“Ovintiv” or the “Company”) today closed the previously
announced all cash sale of its Anadarko assets, located in Oklahoma, for $3.0 billion. After customary closing adjustments, proceeds from the sale are expected to total approximately $2.85 billion.
“The Anadarko sale completes the transformation of our portfolio and our balance sheet,” said Ovintiv President and CEO, Brendan McCracken.
“Proceeds from the sale will go to debt reduction, marking the achievement of our debt target and unlocking returns for our shareholders.”
In
addition, the Company today announced that it has issued a notice to the trustee of its 5.650% notes due 2028 to redeem the entire $700 million aggregate principal amount. The outstanding 2028 notes will be redeemed, pursuant to their
terms and conditions, on April 20, 2026.
Important information
Ovintiv reports in U.S. dollars unless otherwise noted. Unless otherwise specified or the context otherwise requires, references to “Ovintiv,”
“our” or to “the Company” includes reference to subsidiaries of and partnership interests held by Ovintiv Inc. and its subsidiaries.
Please visit Ovintiv’s website and the Investor Relations page at www.ovintiv.com and investor.ovintiv.com, where Ovintiv often discloses important
information about the Company, its business, and its results of operations.
ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news
release contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements, except for statements of historical fact, that relate to the anticipated future activities, plans, strategies, objectives or expectations of the Company are
forward-looking statements. When used in this news release, the use of the word “expected” and “will” is intended to identify a forward-looking statement.
Although the Company believes the expectations represented by its forward-looking statement is reasonable based on the information available to it as of the
date such statement is made, forward-looking statements are only predictions and statements of our current beliefs and there can be no assurance that such expectations will prove to be correct. Any forward-looking statement contained in this news
release is made as of the date of this news release and, except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statement. Any forward-looking statement contained or incorporated by reference
in this news release, and any subsequent forward-looking statements attributable to the Company, whether written or oral, are expressly qualified by these cautionary statements.
The reader should carefully read the risk factors described in the “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and in other
filings with the SEC or Canadian securities regulators, for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. Other unpredictable or unknown factors not discussed in
this new release could also have material adverse effects on forward-looking statements.
Further information on Ovintiv Inc. is available on the
Company’s website, www.ovintiv.com, or by contacting:
Investor contact:
(888) 525-0304
Media contact:
(403) 645-2252
Ovintiv Inc.
1
EX-99.2
EX-99.2
Filename: d928179dex992.htm · Sequence: 3
EX-99.2
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF OVINTIV INC.
On February 3, 2026, Ovintiv Inc. (“Ovintiv”) completed a business combination with NuVista Energy Ltd. (“NuVista”), a
corporation organized under the laws of the Province of Alberta, Canada, pursuant to an Arrangement Agreement (the “Arrangement Agreement”), dated November 4, 2025, whereby Ovintiv acquired all of the outstanding common shares of
NuVista in a cash and share transaction valued at approximately $2.8 billion (C$3.8 billion) (the “NuVista Acquisition”). The acquisition added approximately 930 net drilling 10,000-foot
equivalent well locations and approximately 140,000 net acres in the core of the condensate-rich Montney play which is located near Grande Prairie in Alberta, and in close proximity to Ovintiv’s current Montney operations. The NuVista
Acquisition was effected pursuant to, among other provisions, Section 193 of the Business Corporations Act (Alberta) and the Arrangement Agreement.
On April 9, 2026, Ovintiv closed its previously announced sale of its Anadarko assets, comprising approximately 360,000 net acres located in west-central
Oklahoma for approximately $2.9 billion, after preliminary closing adjustments (the “Anadarko Divestiture”). The transaction has an effective date of January 1, 2026.
Ovintiv and NuVista prepare their respective financial statements in accordance with U.S. GAAP and International Financial Reporting Standards
(“IFRS”) Accounting Standards as issued by the International Accounting Standards Board, respectively. In accordance with Financial Accounting Standards Board’s (“FASB”), ASC 805: Business Combinations, the NuVista
Acquisition will be accounted for using the acquisition method of accounting with Ovintiv identified as the acquirer. Under the acquisition method of accounting, Ovintiv will record all assets acquired and liabilities assumed at their respective
acquisition date fair values at the effective time of the acquisition.
The acquisition method of accounting is dependent upon certain valuations and
other studies that are underway but have yet to progress to a stage where there is sufficient information for a definitive measure. The sources and amounts of transaction expenses may also differ from that assumed in the following pro forma
adjustments. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma condensed combined financial information, and are subject to revision based on a final determination of fair values as
of the date of acquisition. Differences between these preliminary estimates and the final acquisition accounting may have a material impact on the accompanying pro forma condensed combined financial information and the combined company’s
future results of operations and financial position.
The unaudited pro forma condensed combined financial information is derived from the historical
consolidated financial statements of Ovintiv and NuVista, adjusted to reflect the combination of Ovintiv and NuVista. Certain of NuVista’s historical amounts have been reclassified to conform to Ovintiv’s financial statement
presentation. NuVista’s historical amounts have been derived from their audited consolidated financial statements. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the NuVista Acquisition
as if the acquisition had been completed on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, gives effect to the NuVista Acquisition as if the acquisition had been
completed on January 1, 2025.
The unaudited pro forma condensed combined financial information also includes the divestiture of Anadarko assets and
operations which are derived from the historical consolidated financial statements of Ovintiv. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Anadarko Divestiture as if the divestiture had
been completed on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, gives effect to the Anadarko Divestiture as if the divestiture had been completed on
January 1, 2025.
The unaudited pro forma condensed combined financial information reflects the following pro forma adjustments, based on available
information and certain assumptions that Ovintiv believes are reasonable:
•
the issuance of approximately 30.1 million shares of Ovintiv common stock and approximately
$1.2 billion in cash;
•
the acquisition of NuVista’s assets consisting primarily of oil and gas properties and assumption of
liabilities;
•
the harmonization of NuVista’s accounting policies to Ovintiv’s accounting policies and GAAP
differences;
•
disposition proceeds from the Anadarko assets of approximately $2.9 billion after preliminary closing
adjustments, which were used to fund the cash portion of the NuVista Acquisition;
•
exclusion of revenues and direct operating expenses related to Ovintiv’s Anadarko operations and inclusion
of the disposition impacts; and
•
the recognition of transaction-related costs and estimated tax impacts of the pro forma adjustments.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X Article 11 promulgated by the SEC using the assumptions set forth in the notes herein (“Article 11”). Assumptions and estimates underlying the pro forma adjustments are described in the accompanying
notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information. In Ovintiv’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The
unaudited pro forma condensed combined financial information should be read in conjunction with the audited consolidated financial statements and accompanying notes contained in Ovintiv’s Annual Report and on Form 10-K for the year ended December 31, 2025, and NuVista’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, which were included in Ovintiv’s
Current Report on Form 8-K/A filed on April 9, 2026.
The unaudited pro forma condensed combined financial
information is provided for illustrative purposes only and is not intended to represent what Ovintiv’s financial position or results of operations would have been had the NuVista Acquisition actually been consummated on the assumed dates, nor
is it indicative of Ovintiv’s future financial position or results of operations. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the acquisition, including, but not limited
to, the anticipated realization of ongoing savings from potential operating efficiencies, cost savings or economies of scale that the combined company may achieve with respect to the combined operations. As a result, future results may vary
significantly from the pro forma results reflected herein.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2025
Historical
Pro Forma Adjustments
($ millions)
Ovintiv
NuVista
Adjusted
(Note 2)
Anadarko
Divestiture
(Note 3)
Acquisition
Adjustments
(Note 4)
Transaction
Adjustments
(Note 4)
Pro Forma
Combined
Assets
Current Assets
Cash and cash equivalents
35
1
2,856
—
(1,204
)
a
)
1,688
Accounts receivable and accrued revenues
1,128
152
—
(7
)
c.iv
)
—
1,273
Investment in marketable securities
245
—
—
—
(245
)
b
), c.i)
—
Risk management
86
90
—
—
—
176
Income tax receivable
29
—
—
—
—
29
1,523
243
2,856
(7
)
(1,449
)
3,166
Property, Plant and Equipment, at cost:
Oil and natural gas properties, based on full cost accounting
Proved properties
70,133
2,277
(13,564
)
(70
)
c.i
)
270
b
), c.i)
59,046
Unproved properties
434
26
—
575
c.ii
)
—
1,035
Other
864
—
—
19
c.iii
)
—
883
Property, plant and equipment
71,431
2,303
(13,564
)
524
270
60,964
Less: Accumulated depreciation, depletion and amortization
(57,187
)
—
10,544
—
—
(46,643
)
Property, plant and equipment, net
14,244
2,303
(3,020
)
524
270
14,321
Other Assets
1,299
119
—
(7
)
c.iv
)
—
1,411
Risk Management
4
69
—
—
—
73
Deferred Income Taxes
744
—
—
—
—
744
Goodwill
2,576
—
(520
)
312
c.v
)
—
2,368
20,390
2,734
(684
)
822
(1,179
)
22,083
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities
1,861
153
—
—
26
d
)
2,040
Current portion of operating lease liabilities
117
6
—
—
—
123
Incomes taxes payable
5
—
—
—
—
5
Risk management
2
—
—
—
—
2
Current portion of long-term debt
810
120
—
1
c.vi
)
—
931
2,795
279
—
1
26
3,101
Long-Term Debt
4,392
47
—
—
—
4,439
Operating Lease Liabilities
1,105
106
—
—
—
1,211
Other Liabilities and Provisions
100
11
—
—
—
111
Risk Management
13
14
—
—
—
27
Asset Retirement Obligation
388
85
(32
)
(41
)
c.vii
)
—
400
Deferred Income Taxes
402
350
—
223
c.viii
)
—
975
9,195
892
(32
)
183
26
10,264
Shareholders’ Equity
Share capital
3
762
—
(762
)
—
e)
3
Paid in surplus
7,779
31
—
(31
)
1,277
e)
9,056
Retained earnings (Accumulated deficit)
2,440
1,049
(652
)
(1,049
)
(1
)
b), d)
1,787
Accumulated other comprehensive income
973
—
—
—
—
973
Total Shareholders’ Equity
11,195
1,842
(652
)
(1,842
)
1,276
11,819
20,390
2,734
(684
)
(1,659
)
1,302
22,083
Unaudited Pro Forma Condensed Combined Statement of Earnings
For the Year Ended December 31, 2025
Historical
Pro Forma Adjustments
($ millions, except per share amounts)
Ovintiv
NuVista
Adjusted
(Note 2)
Anadarko
Divestiture
(Note 3)
Pro
Forma
Adjustments
(Note 5)
Transaction
Adjustments
(Note 5)
Pro Forma
Combined
Revenues
Product and service revenues
7,176
842
(1,098
)
—
—
6,920
Sales of purchased product
1,487
—
—
—
—
1,487
Gains (losses) on risk management, net
172
74
—
—
—
246
Sublease revenues
73
—
—
—
—
73
Construction income
—
42
—
—
—
42
Other income
—
6
—
—
—
6
Total Revenues
8,908
964
(1,098
)
—
—
8,774
Operating Expenses
Production, mineral and other taxes
286
9
(62
)
—
—
233
Transportation and processing
1,724
110
(171
)
—
—
1,663
Operating
862
279
(149
)
—
—
992
Purchased product
1,447
—
—
—
—
1,447
Depreciation, depletion and amortization
2,179
190
—
(186
)
a
)
—
2,183
Impairments
920
—
—
367
b
)
—
1,287
Accretion of asset retirement obligation
28
3
—
—
—
31
Construction costs
—
42
—
—
—
42
Administrative
331
35
—
—
26
d
)
392
Total Operating Expenses
7,777
668
(382
)
181
26
8,270
Operating Income
1,131
296
(716
)
(181
)
(26
)
504
Other (Income) Expenses
Interest
376
16
—
—
—
392
Foreign exchange (gain) loss, net
31
—
—
—
—
31
Other (gains) losses, net
(46
)
—
—
652
c
)
—
606
Total Other (Income) Expenses
361
16
—
652
—
1,029
Net Earnings Before Income Tax
770
280
(716
)
(833
)
(26
)
(525
)
Income tax expense (recovery)
(472
)
66
(41
)
(163
)
e
)
(6
)
e
)
(616
)
Net Earnings
1,242
214
(675
)
(670
)
(20
)
91
Net Earnings Per Share of Common Stock
Basic
4.83
0.32
Diluted
4.78
0.31
Weighted Average Per Share of Common Stock Outstanding (millions)
Basic
257.2
30.1
f
)
287.3
Diluted
259.7
30.1
f
)
289.8
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 — Basis of Presentation
The unaudited pro
forma condensed combined financial information has been derived from the historical consolidated financial statements of Ovintiv and the historical financial statements of NuVista in accordance with Article 11 of the Securities and Exchange
Commission’s (“SEC”) Regulation S-X.
On February 3, 2026, Ovintiv completed the
business combination with NuVista, a corporation organized under the laws of the Province of Alberta, Canada, pursuant to the Arrangement Agreement. The NuVista Acquisition will be accounted for using the acquisition method of accounting using the
accounting guidance in FASB ASC 805, Business Combinations, with Ovintiv treated as the accounting acquirer. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there
is sufficient information for a definitive measure. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma financial information and are subject to revision based on a final determination
of fair value as of the date of the acquisition. Differences between preliminary estimates and the final allocation of the consideration to be paid may have a material impact on the accompanying unaudited pro forma condensed combined financial
information.
On April 9, 2026, Ovintiv closed its previously announced sale of its Anadarko assets, comprising approximately 360,000 net acres located in
west-central Oklahoma for approximately $2.9 billion, after preliminary closing adjustments. The transaction has an effective date of January 1, 2026.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the NuVista Acquisition and the Anadarko Divestiture as
if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, gives effect to the NuVista Acquisition, the Anadarko Divestiture and the related financing
transactions as if they had occurred on January 1, 2025.
The unaudited pro forma condensed combined financial information reflects pro forma adjustments that are
described in the accompanying notes and are based on available information and certain assumptions that Ovintiv believes are reasonable. However, actual results may differ from those reflected in these statements. In Ovintiv’s opinion, all
adjustments that are necessary to present fairly the pro forma information have been made. The following unaudited pro forma condensed combined information does not purport to represent what the financial position or results of operations would have
been if the NuVista Acquisition had actually occurred on the dates indicated above, nor are they indicative of Ovintiv’s future financial position or results of operations. No adjustments have been made to the pro forma financial information
to reflect costs savings or synergies that may be obtained as a result of the NuVista Acquisition described herein.
Note 2 — NuVista’s
Historical Financial Statements
NuVista’s historical balances were derived from NuVista’s historical consolidated financial statements as
described above and are presented in accordance with IFRS and are denominated in Canadian dollars (CAD). The historical balances have been adjusted to reflect certain reclassifications within NuVista’s consolidated statement of net earnings
and consolidated balance sheet categories to conform to Ovintiv’s presentation in its consolidated statement of earnings and consolidated balance sheet. Additionally, these historical consolidated financial statements were adjusted from
Canadian dollars to U.S. dollars and from IFRS to U.S. GAAP where applicable. Refer to Note 2b) for additional consideration of the IFRS to U.S. GAAP adjustments.
Further review may identify additional reclassifications or adjustments that could have a material impact on the unaudited pro forma financial information of
the combined company. The reclassifications and adjustments identified and presented in the unaudited pro forma financial information are based on discussions with NuVista’s management, due diligence and information presented in
NuVista’s historical consolidated financial statements. Ovintiv is not aware of any additional reclassifications or adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected in the
pro forma condensed combined financial information.
NuVista Condensed Balance Sheet
December 31, 2025
($ thousands)
NuVista
Historical
(CAD)
(Audited)
Reclassification
Adjustments
(Note 2a)
(CAD)
(Unaudited)
IFRS to U.S.
GAAP
Adjustments
(Note 2b)
(CAD)
(Unaudited)
Currency
Translation
Adjustments
(Note 2c)
(Unaudited)
NuVista
Adjusted
(USD)
(Unaudited)
Assets
Current assets
Cash and cash equivalents
—
708
i
)
—
(191
)
517
Accounts receivables and other
144,144
64,137
ii
)
—
(56,319
)
151,962
Prepaid expenses
49,072
(49,072
)
ii
)
—
—
—
Financial derivative assets
123,594
—
—
(33,420
)
90,174
Other receivables
15,065
(15,065
)
ii
)
—
—
—
331,875
708
—
(89,930
)
242,653
Financial derivative assets
94,173
—
—
(25,464
)
68,709
Other assets
13,811
(4,311
)
iii)
153,085
ii
)
(43,963
)
118,622
Exploration and evaluation assets
35,935
(35,935
)
iv)
—
i
)
—
—
Property, plant and equipment
3,117,374
(3,117,374
)
v)
—
i
)
—
—
Proved properties
—
3,121,685
v), iii)
—
i
)
(844,104
)
2,277,581
Unproved properties
—
35,935
iv)
—
i
)
(9,717
)
26,218
Right-of-use
assets
84,248
—
(84,248
)
ii
)
—
—
Total assets
3,677,416
708
68,837
(1,013,178
)
2,733,783
Liabilities
Current liabilities
Accounts payable and accrued liabilities
180,160
29,826
vi
)
—
(56,780
)
153,206
Senior unsecured notes
164,119
—
—
(44,378
)
119,741
Current portion of other liabilities
19,826
(19,826
)
vi
)
—
—
—
Current portion of lease liabilities
8,335
—
—
(2,254
)
6,081
Current portion of asset retirement obligation
10,000
(10,000
)
vi
)
—
—
—
382,440
—
—
(103,412
)
279,028
Long-term debt
64,012
708
i
)
—
(17,500
)
47,220
Other liabilities
15,346
—
—
(4,150
)
11,196
Lease liabilities
103,686
—
41,064
ii
)
(39,140
)
105,610
Asset retirement obligation
116,735
—
—
iii
)
(31,565
)
85,170
Financial derivative liabilities
19,640
—
—
(5,311
)
14,329
Deferred tax liability
479,878
—
—
(129,759
)
350,119
Total liabilities
1,181,737
708
41,064
(330,837
)
892,672
Shareholders’ equity
Share capital
1,044,358
—
—
(282,394
)
761,964
Contributed surplus
41,759
(41,759
)
vii
)
—
—
—
Paid in surplus
—
41,759
vii
)
—
(11,292
)
30,467
Retained earnings
1,409,562
—
27,773
ii
)
(388,655
)
1,048,680
Total shareholders’ equity
2,495,679
—
27,773
(682,341
)
1,841,111
Total liabilities and shareholders’ equity
3,677,416
708
68,837
(1,013,178
)
2,733,783
NuVista Condensed Statement of Earnings
December 31, 2025
($ thousands)
NuVista
Historical
(CAD)
(Audited)
Reclassification
Adjustments
(Note 2a)
(CAD)
(Unaudited)
IFRS to U.S.
GAAP
Adjustments
(Note 2b)
(CAD)
(Unaudited)
Currency
Translation
Adjustments
(Note 2c)
(Unaudited)
NuVista
Adjusted
(USD)
(Unaudited)
Revenues
Petroleum and natural gas sales
1,260,673
(83,684
)
i
)
—
(334,618
)
842,371
Royalties
(83,684
)
83,684
i
)
—
—
—
Net revenue from petroleum and natural gas sales
1,176,989
—
—
(334,618
)
842,371
Gains (losses) on risk management, net
—
103,532
ii), iii)
—
(29,434
)
74,098
Realized gain on financial derivatives
109,509
(109,509
)
ii)
—
—
—
Unrealized gain (loss) on financial derivatives
(5,977
)
5,977
iii)
—
—
—
Construction income
59,137
—
—
(16,813
)
42,324
Other income
7,773
—
—
(2,210
)
5,563
Total revenue, other income and gain (loss) on financial derivatives
1,347,431
—
—
(383,075
)
964,356
Expenses
Production, mineral and other taxes
—
12,138
iv
)
—
(3,451
)
8,687
Operating
378,257
(12,138
)
iv
)
23,402
ii
)
(110,741
)
278,780
Transportation
153,674
—
—
(43,690
)
109,984
General and administrative
25,492
23,644
v
)
—
(13,969
)
35,167
Share-based compensation
21,227
(21,227
)
v
)
—
—
—
Financing costs
41,204
(41,204
)
vi
)
—
—
—
Transaction costs
2,417
(2,417
)
v
)
—
—
—
Construction costs
59,137
—
—
(16,813
)
42,324
Depreciation, depletion and amortization
275,203
—
(10,038
)
ii
)
(75,386
)
189,779
Accretion of asset retirement obligation
—
4,833
vi
)
—
(1,374
)
3,459
956,611
(36,371
)
13,364
(265,424
)
668,180
Other (income) expenses
Interest
—
36,371
vi
)
(13,364
)
ii
)
(6,541
)
16,466
Net earnings before income tax
390,820
—
—
(111,110
)
279,710
Income tax expense (recovery)
—
91,865
vii
)
—
(26,117
)
65,748
Current income tax expense
59,246
(59,246
)
vii
)
—
—
—
Deferred income tax expense
32,619
(32,619
)
vii
)
—
—
—
Net earnings
298,955
—
—
(84,993
)
213,962
Note 2.a) Reclassification Adjustments
The historical balances have been adjusted to reflect certain reclassifications within NuVista’s consolidated statement of net earnings and consolidated
balance sheet categories to conform to Ovintiv’s presentation in its consolidated balance sheet and consolidated statement of earnings.
Balance
Sheet Reclassifications:
Reflects reclassification of NuVista’s balance sheet amounts presented to conform to Ovintiv’s presentation:
i)
Cash from Long-term debt;
ii)
Prepaid expenses and Other current assets to Accounts receivable and accrued revenues;
iii)
Inventory from Other assets to Proved properties;
iv)
Exploration and Evaluation Assets to Unproved properties;
v)
Property, Plant and Equipment to Proved properties;
vi)
Current portion of other liabilities and Current portion of asset retirement obligation to Accounts payable and
accrued liabilities; and
vii)
Contributed surplus to Paid in surplus.
Statement of Net Earnings Reclassifications:
Reflects
reclassification of NuVista’s earnings amounts presented to conform to Ovintiv’s presentation:
i)
Royalties to Petroleum and natural gas sales;
ii)
Realized gain on financial derivatives to Gains (losses) on risk management, net;
iii)
Unrealized gain (loss) on financial derivatives to Gains (losses) on risk management, net;
iv)
Production, mineral and other taxes from Operating;
v)
Share-based compensation and Transaction costs to General and administrative;
vi)
Financing costs to Interest and Accretion of asset retirement obligation; and
vii)
Current income tax expense and Deferred income tax expense to Income tax expense (recovery).
Note 2. b) IFRS to U.S. GAAP Adjustments
i)
Oil and gas properties
The unaudited pro forma condensed combined financial information includes adjustments to conform NuVista’s accounting policies to Ovintiv’s
accounting policies, including adjusting NuVista’s oil and gas properties to the full cost method. NuVista follows IFRS which is similar to the U.S. GAAP successful efforts method of accounting for oil and gas properties. Ovintiv follows the
full cost method of accounting for oil and gas properties under U.S. GAAP. Certain costs such as unsuccessful exploration drilling costs are expensed under IFRS that are capitalized under the full cost method. NuVista did not have any costs related
to exploration and evaluation expense reflected in the statement of net earnings for the year ended December 31, 2025.
Other differences between
Ovintiv’s full cost method of accounting and NuVista’s accounting for oil and gas properties under IFRS are as follows:
•
Under the full cost method of accounting, capitalized costs are amortized on a units-of-production basis at a country level cost center, which includes estimated future development costs, over total proved reserves. Ovintiv’s oil and natural gas reserves are determined in
accordance with U.S. GAAP using a simple average of beginning-of-month commodity prices over the past 12 months (“SEC trailing prices”). Additionally, such
reserves are limited to only total proved reserves, with further limitations to the quantities associated with proved undeveloped (“PUD”) reserves to a five-year development horizon. Under IFRS, capitalized costs are amortized on a units-of-production basis over forecast case reserves which may include total proved as well as probable reserves. The forecast case reserves estimates utilized under IFRS are
based on several significant assumptions, which includes forecasted oil and natural gas prices, operating costs, royalties, production volumes and future development costs. In addition, oil and natural gas reserves determined in accordance with IFRS
do not limit PUDs to a five-year development horizon, and allow for the inclusion of probable reserves. NuVista’s depletion would have been higher under the U.S. GAAP full cost method of accounting because of differences in how oil and natural
gas reserve quantities are determined between the two accounting frameworks.
•
Under the full cost method of accounting, the carrying amount of Ovintiv’s oil and natural gas properties
within each country cost center is subject to a ceiling test, which is recognized in net earnings when the carrying amount of the country cost center exceeds the country cost center ceiling. The cost center ceiling is the sum of the estimated after-tax future net cash flows from proved reserves, using the 12-month average trailing prices and unescalated future development and production costs, discounted at
10 percent. The 12-month average trailing price is calculated as the average of the price on the first day of each month within the trailing 12-month period. Any
excess of the carrying amount over the calculated ceiling amount is recognized as an impairment in net earnings. Under IFRS, when an impairment indicator is determined to exist, an impairment test is performed to determine if the cash generating
unit carrying amount is greater than its fair value less costs of disposal and its value in use. An impairment expense previously recorded is reversible in subsequent periods under certain conditions. NuVista’s carrying amount of oil and gas
properties would have been lower under the U.S. GAAP full cost method of accounting because of differences in the commodity prices utilized in calculating impairment tests as determined between the two accounting frameworks.
•
Under the full cost method of accounting, proceeds from the divestiture of properties are normally deducted from
the full cost pool without recognition of a gain or loss unless the deduction significantly alters the relationship between capitalized costs and proved reserves in the cost center, in which case a gain or loss is recognized in earnings. Under IFRS,
gains or losses are recognized on divestitures of properties. NuVista’s carrying amount of oil and gas properties would have been lower under the U.S. GAAP full cost method of accounting because of how proceeds on divestitures are recognized
between the two accounting frameworks.
While the accounting policy differences related to depletion and impairments are significant,
Ovintiv does not possess the information to recompute the cumulative impact of these differences since the inception and throughout the life of NuVista. Accordingly, the unaudited pro forma condensed combined balance sheet does not reflect any
adjustment for such differences.
However, on closing of the NuVista Acquisition, the oil and natural gas properties of NuVista were recorded by Ovintiv
at their respective fair values. Accordingly, the historical cost basis of the oil and natural gas properties of NuVista has been eliminated and replaced with the estimated fair value of the properties as indicated in the preliminary purchase
accounting reflected in Note 4.
In the unaudited pro forma condensed combined statement of earnings, depletion expense and impairments were estimated
using the full cost method of oil and natural gas accounting based on the estimated fair value of the oil and gas properties for the year ended December 31, 2025. Refer to Note 5 for additional information.
ii)
Leases
Under IFRS, all leases are recorded on the balance sheet as a lease liability with a corresponding right-of-use asset. Each lease payment is allocated between the lease liability and lease interest expense and the right of use asset is depreciated on a straight-line basis over the lease term. Under U.S.
GAAP, while all leases are recorded on the balance sheet, the lease is classified as either a finance lease or an operating lease. Unlike IFRS, operating lease expenses are recognized in net earnings on a straight-line basis over the lease term
under U.S. GAAP.
As a result, to harmonize NuVista’s IFRS accounting policies to Ovintiv’s accounting policies under U.S. GAAP, the building
office leases, vehicles, gathering and processing leases have been classified as operating leases in NuVista’s adjusted balance sheet and the associated impacts of interest and depreciation expense have been eliminated and replaced with
straight-line lease payment amounts in operating expense in net earnings. The difference in the amounts between the IFRS and U.S. GAAP expenses recognized was not material.
On closing of the NuVista Acquisition, the leases were classified as operating leases and measured at the
present value of future minimum lease payments. Accordingly, the historical lease right of use assets and lease liabilities of NuVista have been eliminated and replaced with amounts measured at the present value of future minimum lease payments over
the lease term, as indicated in the preliminary purchase accounting reflected in Note 4.
iii)
Asset Retirement Obligations
Under U.S. GAAP, the initial recognition of the asset retirement obligation is measured at its fair value, utilizing expected future cash flows required to
satisfy the obligation and discounted at a credit-adjusted risk-free interest rate. Subsequent revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation. Under IFRS,
asset retirement obligations are generally measured as the best estimate of the expenditure to settle the obligation and discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. Subsequent revisions for changes in the estimate of expected undiscounted cash flows or discount rate are remeasured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance
sheet date.
Ovintiv does not possess the information to recompute the cumulative impact of these differences since the inception of NuVista, and such
differences would be further impacted by the timing of additions and divestitures throughout the life of NuVista.
However, the differences between the
two accounting frameworks with respect to asset retirement obligations are not material to the unaudited pro forma condensed combined financial information as the differences between discount rates used would not materially impact either recorded
balance sheet accounts or periodic accretion expense. This is in part due to the long lives associated with the assets and the minor differences between historical rates. Accordingly, the unaudited pro forma condensed combined balance sheet does not
reflect any adjustment for such differences.
On closing of the NuVista Acquisition, asset retirement obligation was recorded at estimated fair value.
Accordingly, the asset retirement obligation of NuVista has been eliminated and replaced with the estimated fair value as indicated in the preliminary purchase accounting reflected in Note 4.
iv)
Other Adjustments
No other significant differences between IFRS, as applied by NuVista, and U.S. GAAP, as applied by Ovintiv, were identified based on the information available
from discussions with NuVista’s management and review of publicly available information. Further review may identify additional adjustments that could have a material impact on the unaudited pro forma condensed combined financial information.
Note 2.c) Currency Translation Adjustments
Currency translation adjustments to convert NuVista’s balance sheet and statement of earnings were calculated according to the following table:
Foreign Currency Translation Rates:
USD/CAD
Balance Sheet as at December 31, 2025 (ending period exchange rate)
0.7296
Statement of Earnings for the year ended December 31, 2025 (average period exchange
rate)
0.7157
Note 3. Anadarko Divestiture
On April 9, 2026, Ovintiv closed its previously announced sale of its Anadarko assets, comprising approximately 360,000 net acres located in west-central
Oklahoma for approximately $2.9 billion after preliminary closing adjustments. The transaction has an effective date of January 1, 2026.
Under the full cost method of accounting, proceeds from the divestiture of properties are normally deducted from the full cost pool without recognition of a
gain or loss unless the deduction significantly alters the relationship between capitalized costs and proved reserves in the cost center, in which case a gain or loss is recognized in earnings. In general, a significant alteration would occur when
proved reserve quantities of a given country cost center are reduced by 25 percent or more. As a result, Ovintiv recognized a loss of approximately $652 million on the sale of the Anadarko assets and liabilities in the U.S. cost center and
allocated goodwill of $520 million.
Note 4. Unaudited Pro Forma Condensed Combined Balance Sheet
The NuVista Acquisition will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated
purchase price is based upon Ovintiv’s estimates of, and assumptions related to, the fair value of assets to be acquired and liabilities to be assumed, using currently available information. Because the unaudited pro forma combined financial
information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts.
The preliminary purchase price allocation is subject to change as a result of several factors, including but not limited to, changes between the estimated and
final fair value of NuVista’s assets acquired and liabilities assumed, and the tax basis NuVista’s assets and liabilities as of the effective time of the closing date of the NuVista Acquisition.
The preliminary consideration transferred, fair value of assets acquired and liabilities assumed were
calculated as follows:
($ millions)
Consideration
Fair value of Ovintiv shares of common stock issued
(1)
1,277
Consideration paid in cash (2)
1,204
Total Consideration
2,481
Fair value of 18.5 million NuVista common shares held by Ovintiv (3)
270
Total Consideration and Fair Value of NuVista Shares held by Ovintiv
2,751
Fair Value of Liabilities Assumed
Accounts payable and accrued liabilities
146
Debt
168
Lease liabilities
112
Asset retirement obligation
51
Other non-current liabilities
11
Deferred income tax
573
Fair Value of Assets Acquired
Cash and cash equivalents
1
Accounts receivable and accrued revenues
145
Derivative assets, net
145
Proved properties
2,477
Unproved properties
601
Other property, plant and equipment
19
Right-of-use lease
assets
112
Goodwill
312
Net Assets Acquired and Liabilities Assumed
2,751
(1)
Based on approximately 30.1 million Ovintiv shares of common stock at $42.47 per share (C$58.08 per share
using the closing price on February 2, 2026, on the TSX).
(2)
Includes cash consideration which was paid to shareholders of NuVista common shares as well as to NuVista
employees in respect of liability awards held.
(3)
On October 1, 2025, Ovintiv purchased 18.5 million NuVista common shares for $212 million (C$296
million). On February 2, 2026, the NuVista shares were remeasured at fair value using Ovintiv shares of common stock at $42.47 per share (C$58.08 per share using the closing price on February 2, 2026, on the TSX).
On closing of the NuVista Acquisition, NuVista shareholders received C$18.00 per NuVista common share, which was paid as 50 percent in cash and
50 percent in Ovintiv common stock. Based on the closing price of Ovintiv’s shares of common stock of $42.47 per share (C$58.08 per share on February 2, 2026, on the TSX), the transaction has a value of approximately
$2.8 billion (C$3.8 billion), including the fair value of 18.5 million of NuVista’s common shares that were purchased on October 1, 2025, and held by Ovintiv.
Goodwill recognized is primarily attributable to the excess of the consideration transferred over the acquisition-date identifiable assets acquired net of
liabilities assumed, measured in accordance with U.S. GAAP. NuVista’s tax basis in the assets and liabilities will carry over to Ovintiv.
The
following adjustments have been made to the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025:
(a)
Reflects cash consideration totaling $1.2 billion which was paid to shareholders of NuVista common shares
as well as to NuVista employees in respect of liability awards held.
(b)
Reflects the remeasurement of the 18.5 million NuVista common shares that were purchased on
October 1, 2025, and held by Ovintiv. The fair value of the shares held of $270 million was reclassified to proved properties in conjunction with the purchase price adjustments as described in note c.i) below.
(c)
The estimated fair value of the assets acquired and liabilities assumed resulted in the following preliminary
purchase price allocation adjustments:
i)
$70 million decrease in NuVista’s net book basis of oil and gas proved properties, which excludes
the $270 million remeasurement of the 18.5 million of NuVista common shares described in note b) above. The total adjustment results in a net increase of $200 million to proved properties to reflect fair value;
ii)
$575 million increase in NuVista’s net book basis of oil and gas unproved properties to reflect fair
value;
iii)
$19 million increase in Other in Property, plant and equipment related to a cogeneration electricity
generation facility;
iv)
$14 million decrease in Accounts receivable and accrued revenues and Other Assets from the fair valuation
adjustment of contract rights;
v)
$312 million increase in Goodwill associated with the difference between the fair value of the assets
acquired and liabilities assumed and NuVista’s tax basis in the assets and liabilities that will carry over to Ovintiv;
vi)
$1 million increase in Current portion of long-term debt related to the elimination of NuVista’s
debt issuance costs;
vii)
$41 million decrease in Asset retirement obligation to reflect fair value; and
viii)
$223 million increase in net Deferred tax liability associated with the preliminary purchase price
allocation.
(d)
Reflects the impact of severance costs and transaction costs of $26 million incurred by Ovintiv in
connection with the acquisition. The severance costs are a result of dual triggers in the event of a change in control event and termination and are therefore not part of the business combination. The transaction costs include estimated financial
advisor, legal and accounting fees that are not capitalizable as part of the transaction. These costs are not reflected in the historical December 31, 2025, balance sheet of Ovintiv but are reflected in the unaudited pro forma condensed
combined balance sheet as an increase to liabilities and a reduction of equity as they will be expensed by Ovintiv as incurred.
(e)
Reflects the increase in Ovintiv’s common stock, resulting from the issuance of Ovintiv shares of common
stock to NuVista shareholders to effect the transaction as follows (in millions, except per share amounts):
Ovintiv shares of common stock issued
30.1
Closing price per share of Ovintiv common stock on February 2, 2026 (C$58.08 per share from
the TSX)
$
42.47
Fair value of Ovintiv shares of common stock issued
$
1,277
Note 5. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Earnings
The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of earnings for the year ended December 31,
2025:
(a)
Reflects the harmonization of accounting policies of NuVista, whereby depreciation, depletion and amortization
expense is calculated using Ovintiv’s depletion rate calculated under the full cost method of accounting for oil and gas properties based on the preliminary purchase price allocation. The pro forma depletion adjustment also includes the impact
of the divestiture of the Anadarko assets.
(b)
Reflects the requirement under the full cost method of accounting whereby Ovintiv’s oil and gas
properties within the cost center are subject to a ceiling test which is recognized in net earnings when the carrying amount of the country cost center exceeds the country cost center ceiling. The additional ceiling test impairment is related to the
divestiture of the Anadarko assets in the U.S. cost center.
(c)
Reflects the loss on divestiture of the Anadarko assets, see Note 3.
(d)
Reflects the impact of severance costs related to NuVista’s employees as well as transaction costs of
$26 million incurred by Ovintiv in connection with the NuVista Acquisition. The severance costs are a result of dual triggers in the event of a change in control event and termination and are therefore not part of the business combination. The
transaction costs include estimated financial advisor, legal and accounting fees that are not capitalizable as part of the transaction. These costs are reflected in the unaudited pro forma condensed combined earnings for the year ended
December 31, 2025. Actual costs paid by Ovintiv will be recognized as incurred in net earnings as a post-business combination expense.
(e)
Reflects the approximate income tax effects of the pro forma adjustments presented. The tax rate applied to the
pro forma adjustments was the statutory federal and apportioned statutory provincial tax rate, net of the federal benefit of provincial taxes, applied to pre-tax net earnings.
(f)
Reflects Ovintiv’s shares of common stock issued to NuVista shareholders.
SUPPLEMENTAL PRO FORMA OIL, NATURAL GAS LIQUIDS AND NATURAL GAS RESERVES INFORMATION AS OF DECEMBER 31, 2025
The following tables present the estimated pro forma combined net proved developed and undeveloped, oil, natural gas liquids and natural gas reserves as of
December 31, 2024, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2025. The pro forma reserve information set forth below gives effect to the NuVista Acquisition and
Anadarko Divestiture as if the transactions had occurred on January 1, 2025.
The following estimates of the net proved oil and natural gas reserves
of Ovintiv’s oil and gas properties as of December 31, 2025, are based on evaluations prepared by Ovintiv’s internal qualified reserves evaluators. In 2025, Netherland, Sewell & Associates, Inc. audited 26 percent of
Ovintiv’s estimated U.S. proved reserve volumes and McDaniel & Associates Consultants Ltd. audited 47 percent of Ovintiv’s estimated Canadian proved reserve volumes. The estimates of the net proved oil and natural gas
reserves of the NuVista properties are as of December 31, 2025, and were prepared by GLJ Ltd. All reserves information presented herein was prepared in accordance with applicable SEC regulations.
There are numerous uncertainties inherent in estimating quantities and values of proved reserves and in projecting future rates of production and the amount
and timing of development expenditures, including many factors beyond the property owner’s control. The following reserve data represents estimates only and should not be construed as being precise. The assumptions used in preparing these
estimates may not be realized, causing the quantities of oil and gas that are ultimately recovered, the timing of the recovery of oil and gas reserves, the production and operating costs incurred and the amount and timing of future development
expenditures to vary from the estimates presented herein. Actual production, revenues and expenditures with respect to reserves will vary from estimates and the variances may be material.
These estimates were calculated using the 12-month average of the first day of the month reference prices as adjusted
for location and quality differentials. Any significant price changes will have a material effect on the quantity and present value of the reserves. These estimates depend on a number of variable factors and assumptions, including historical
production from the area compared with production from other comparable producing areas, the assumed effects of regulations by governmental agencies, assumptions concerning future oil and gas prices, and assumptions concerning future operating
costs, transportation costs, severance and excise taxes, development costs and workover and remedial costs.
The following estimated pro forma combined
net proved developed and undeveloped oil, natural gas liquids and natural gas reserves is not necessarily indicative of the results that might have occurred had the acquisition been completed on January 1, 2025, and is not intended to be a
projection of future results. As a result, future results may vary significantly from the pro forma results reflected herein.
Oil (MMbbls) (1)
Historical
Ovintiv
U.S.
Anadarko
Divestiture
Pro Forma
U.S.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Balance—December 31, 2024
579.8
(86.0
)
493.8
0.2
—
0.2
494.0
Revisions and improved recovery
(29.9
)
(1.7
)
(31.6
)
0.1
—
0.1
(31.5
)
Extensions and discoveries
19.6
(0.9
)
18.7
—
—
—
18.7
Purchases of reserves in place
33.3
(1.8
)
31.5
—
—
—
31.5
Sale of reserves in place
(108.2
)
0.9
(107.3
)
—
—
—
(107.3
)
Production
(52.0
)
8.1
(43.9
)
(0.2
)
—
(0.2
)
(44.1
)
Balance—December 31, 2025
442.5
(81.3
)
361.2
0.2
—
0.2
361.4
Proved developed reserves as of
December 31, 2024
273.7
(52.8
)
220.9
0.2
—
0.2
221.1
December 31, 2025
240.6
(53.8
)
186.8
0.2
—
0.2
187.0
Proved undeveloped reserves as of
December 31, 2024
306.0
(33.2
)
272.8
—
—
—
272.8
December 31, 2025
201.9
(27.5
)
174.4
—
—
—
174.4
Natural Gas Liquids (MMbbls) (1)
Historical
Ovintiv
U.S.
Anadarko
Divestiture
Pro Forma
U.S.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Balance—December 31, 2024
534.5
(176.9
)
357.6
99.7
130.9
230.6
588.2
Revisions and improved recovery
10.1
(19.3
)
(9.2
)
10.8
6.3
17.1
7.9
Extensions and discoveries
13.6
(1.3
)
12.3
6.1
3.0
9.1
21.4
Purchases of reserves in place
24.3
(1.8
)
22.5
101.5
—
101.5
124.0
Sale of reserves in place
(14.9
)
1.1
(13.8
)
—
—
—
(13.8
)
Production
(31.9
)
12.7
(19.2
)
(27.1
)
(10.4
)
(37.5
)
(56.7
)
Balance—December 31, 2025
535.8
(185.4
)
350.4
191.1
129.8
320.9
671.3
Proved developed reserves as of
December 31, 2024
336.2
(138.5
)
197.7
59.9
57.9
117.8
315.5
December 31, 2025
364.9
(151.7
)
213.2
105.6
64.3
169.9
383.1
Proved undeveloped reserves as of
December 31, 2024
198.4
(38.4
)
160.0
39.8
73.0
112.8
272.8
December 31, 2025
170.9
(33.8
)
137.1
85.5
65.5
151.0
288.1
Natural Gas (Bcf) (1)
Historical
Ovintiv
U.S.
Anadarko
Divestiture
Pro Forma
U.S.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Balance—December 31, 2024
3,052
(1,200
)
1,852
2,005
1,578
3,583
5,435
Revisions and improved recovery
190
(178
)
12
1,053
37
1,090
1,102
Extensions and discoveries
69
(8
)
61
529
30
559
620
Purchases of reserves in place
119
(12
)
107
797
—
797
904
Sale of reserves in place
(201
)
6
(195
)
—
—
—
(195
)
Production
(188
)
90
(98
)
(492
)
(102
)
(594
)
(692
)
Balance—December 31, 2025
3,041
(1,302
)
1,739
3,892
1,543
5,435
7,174
Proved developed reserves as of
December 31, 2024
1,953
(955
)
998
1,269
699
1,968
2,966
December 31, 2025
2,123
(1,063
)
1,060
2,572
771
3,343
4,403
Proved undeveloped reserves as of
December 31, 2024
1,099
(246
)
853
736
879
1,615
2,468
December 31, 2025
919
(239
)
680
1,319
772
2,091
2,771
(1)
Numbers may not add due to rounding.
The pro forma standardized measure of discounted future net cash flows relating to proved oil, natural gas liquids and natural gas reserves as of
December 31, 2025, is as follows:
($ millions)
Historical
Ovintiv U.S.
Anadarko
Divestiture
Pro Forma
U.S.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Future cash inflows
41,435
(11,136
)
30,299
15,123
8,415
23,538
53,837
Less future:
Production costs
12,732
(3,557
)
9,175
7,505
4,309
11,814
20,989
Development costs
6,895
(1,278
)
5,617
3,004
1,200
4,204
9,821
Income taxes
3,042
(1,328
)
1,714
155
507
662
2,376
Future net cash flows
18,766
(4,973
)
13,793
4,459
2,399
6,858
20,651
Less 10% annual discount for estimated timing of cash flows
8,871
(2,551
)
6,320
1,440
1,036
2,476
8,796
Discounted future net cash flows
9,895
(2,422
)
7,473
3,019
1,363
4,382
11,855
The changes in the pro forma standardized measure of discounted future net cash flows relating to proved
oil, natural gas liquids and natural gas reserves for the year ended December 31, 2025, are as follows:
($ millions)
Historical
Ovintiv U.S.
Anadarko
Divestiture
Pro Forma
U.S.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Balance, beginning of year—January 1, 2025
12,860
(2,236
)
10,624
812
1,243
2,055
12,679
Changes resulting from:
Sales of oil and gas produced during the year
(3,163
)
717
(2,446
)
(1,197
)
(411
)
(1,608
)
(4,054
)
Discoveries and extensions, net of related costs
338
(21
)
317
365
48
413
730
Purchases of proved reserves in place
587
(35
)
552
907
—
907
1,459
Sales and transfers of proved reserves in place
(1,551
)
21
(1,530
)
—
—
—
(1,530
)
Net change in prices and production costs
(3,678
)
142
(3,536
)
1,112
14
1,126
(2,410
)
Revisions to quantity estimates
90
(319
)
(229
)
721
230
951
722
Accretion of discount
1,451
(278
)
1,173
89
151
240
1,413
Development costs incurred during the year
1,555
(283
)
1,272
615
306
921
2,193
Changes in estimated future development costs
1,053
(216
)
837
(361
)
(107
)
(468
)
369
Other
(1
)
—
(1
)
—
3
3
2
Net change in income taxes
354
86
440
(44
)
(114
)
(158
)
282
Balance, end of year—December 31, 2025
9,895
(2,422
)
7,473
3,019
1,363
4,382
11,855
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v3.26.1
Document and Entity Information
Apr. 09, 2026
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Entity Registrant Name
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Entity Incorporation State Country Code
DE
Entity File Number
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Entity Tax Identification Number
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Entity Address, Address Line One
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Entity Address, Address Line Two
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